Stock-based Compensation | No te 8 - Stock-Based Compensation a ) Warrants The following table summarizes the changes in warrants outstanding of the Company during the year ended December 31, 2022 and December 31, 2021: Weighted Average Number of Exercise Price Warrants $ Outstanding at December 31, 2020 175,000 2.75 Granted 310,000 4.52 Exercised - - Expired - - Outstanding at December 31, 2021 485,000 3.88 Granted 54,000 3.05 Exercised - - Expired - - Outstanding at December 31, 2022 539,000 3.80 Exercisable at December 31, 2022 485,000 3.88 2022 Effective April 4, 2022, the Company granted a warrant to purchase 54,000 shares of common stock to a Company employee for services to the Company and/or its subsidiaries. This warrant shall vest in two equal installments at 12 months and 24 months from the grant date, subject to continued service and expire on April 4, 2028 and April 4, 2029, respectively, with an exercise price of $3.05 per share. The Company has calculated the estimated fair market value of this warrant at $80,901, using the Black-Scholes model and the following assumptions: term 3.5 years, stock price $2.95, exercise price $3.05, 71.07% volatility, 2.53% risk-free rate, and no forfeiture rate. 2021 Effective January 1, 2021, the Company granted warrants to purchase 125,000 shares of common stock to a Company employee for services to the Company. These warrants vest on January 1, 2022 (subject to continued employment through such date) and expire on January 1, 2027, with an exercise price of $3.95 per share. The Company has calculated the estimated fair market value of these warrants at $242,877, using the Black-Scholes model and the following assumptions: term 3.5 years, stock price $3.80, exercise price $3.95, 74.53% volatility, 0.50% risk free rate, and no forfeiture rate. Effective February 1, 2021, the Company granted warrants to purchase 185,000 shares of common stock to a Company employee for services to the Company. These warrants vested on February 1, 2022 (subject to continued employment through such date) and expire on February 1, 2027, with an exercise price of $4.90 per share. The Company has calculated the estimated fair market value of these warrants at $459,352, using the Black-Scholes model and the following assumptions: term 3.5 years, stock price $4.80, exercise price $4.90, 75.03% volatility, 0.59% risk free rate, and no forfeiture rate. Below is a table summarizing the warrants issued and outstanding as of December 31, 2022. The warrants outstanding have a weighted average price of $3.80 per share and an aggregate weighted average remaining contractual life of 3.24 years. The warrants exercisable have a weighted average price of $3.88 per share. Weighted Average Proceeds to Exercise Remaining Company if Number Number Price Contractual Exercised Outstanding Exercisable ($) Life (Years) $ 125,000 125,000 2.47 0.15 308,750 54,000 - 3.05 5.76 164,700 50,000 50,000 3.45 3.17 172,500 125,000 125,000 3.95 4.01 493,750 185,000 185,000 4.90 4.09 906,500 539,000 485,000 2,046,200 Stock-based compensation expense related to warrants of $84,102 and $701,781 was recorded for the years ended December 31, 2022, and December 31, 2021, respectively. Total remaining unrecognized compensation cost related to non-vested warrants is approximately $35,812 and is expected to be recognized over a period of 1.26 years. As of December 31, 2022, the total intrinsic value of warrants was $0. b) Options The Company currently has options outstanding under both its 2011 Equity Incentive Plan (the “2011 Plan”) (for option issuances prior to 2016,) and its 2015 Stock Incentive Plan (the “2015 Plan”) (for option issuances commencing in 2016). Effective as of January 1, 2016, no additional awards were or may be made under the 2011 Plan. The 2015 Plan was adopted by the Board of Directors on August 18, 2015 and approved by the stockholders at an annual meeting held on October 30, 2015. On August 5, 2016, the Board of Directors adopted an amendment to the 2015 Plan to increase the number of shares of common stock available for issuance under such Plan by 750,000 shares to an aggregate maximum of 1,750,000 shares, which amendment was approved by the stockholders at an annual meeting held on October 7, 2016. On June 13, 2017, the Board of Directors adopted a subsequent amendment to the 2015 Plan to increase the number of shares of common stock available for issuance under such Plan by 750,000 shares to an aggregate maximum of 2,500,000 shares, which amendment was approved by the stockholders at an annual meeting held on September 8, 2017. On June 15, 2018, the Board of Directors adopted a subsequent amendment to the 2015 Plan to increase the number of shares of common stock available for issuance under such Plan by 750,000 shares to an aggregate maximum of 3,250,000 shares, which amendment was approved by the stockholders at an annual meeting held on September 7, 2018. On March 27, 2019, the Board of Directors adopted a subsequent amendment to the 2015 Plan to increase the number of shares of common stock available for issuance under such Plan by 1,000,000 shares to an aggregate maximum of 4,250,000 shares, which amendment was approved by the stockholders at an annual meeting held on June 14, 2019. On March 31, 2021, the Board of Directors adopted a subsequent amendment to the 2015 Plan to increase the number of shares of common stock available for issuance under such Plan by 1,750,000 shares to an aggregate maximum of 6,000,000 shares, which amendment was approved by the stockholders at an annual meeting held on June 17, 2021. On April 4, 2022, the Board of Directors adopted a subsequent amendment to the 2015 Plan to increase the number of shares of common stock available for issuance under such plan by 1,750,000 shares to an aggregate maximum of 7,750,000 shares, which amendment was approved by the stockholders at an annual meeting held on June 13, 2022. The 2015 Plan permits the grant of incentive stock options, non-statutory stock options, restricted stock awards, stock bonus awards, stock appreciation rights, restricted stock units and performance awards. The primary purpose of the 2015 Plan is to enhance the Company’s ability to attract and retain the services of qualified employees, officers, directors, consultants and other service providers upon whose judgment, initiative and efforts the successful conduct and development of the Company’s business largely depends, and to provide additional incentives to such persons or entities to devote their utmost effort and skill to the advancement and betterment of the Company, by providing them an opportunity to participate in the ownership of the Company that is tied to the Company’s performance, thereby giving them an interest in the success and increased value of the Company. The 2015 Plan is administered by the Compensation Committee comprised solely of members of the Board of Directors or by the Board of Directors as a whole. The following table summarizes the changes in options outstanding of the Company during the years ended December 31, 2022 and December 31, 2021: Weighted Average Number of Exercise Price Options $ Outstanding at December 31, 2020 4,278,619 4.00 Granted 1,090,000 3.41 Exercised (277,634 ) 4.19 Expired/Cancelled (63,467 ) 3.64 Outstanding at December 31, 2021 5,027,518 3.87 Granted - - Exercised - - Expired/Cancelled (42,413 ) 3.43 Outstanding at December 31, 2022 4,985,105 3.87 Exercisable at December 31, 2022 4,495,011 3.93 2022 During the year ended December 31, 2022, no options were granted. On August 18, 2022, 2,515 Options previously granted to an employee on August 3, 2021 were cancelled and returned as authorized shares under the 2015 Plan upon the resignation of such employee. On November 18, 2022, 5,000 Options previously granted to an employee on April 13, 2020 were cancelled and returned as authorized shares under the 2015 Plan upon three months following the termination of such employee. On November 18, 2022, 32,383 Options previously granted to an employee on August 3, 2021 were cancelled and returned as authorized shares under the 2015 Plan upon the resignation of such employee. On November 18, 2022, 2,515 Options previously granted to an employee on August 3, 2021 were cancelled and returned as authorized shares under the 2015 Plan upon three months following the termination of such employee. 2021 Effective May 20, 2021, the Company granted stock options to purchase 40,000 shares of common stock to a Company employee in exchange for services provided to the Company. These options vested on May 20, 2022 and were initially scheduled to expire six years after the grant date, with an exercise price of $3.60 per share. The Company extended the expiration date to ten years after the original grant date. The Company has calculated the estimated fair market value of these options at $73,641, using the Black-Scholes model and the following assumptions: term 3.5 years, stock price $3.50, exercise price $3.60, 76.16% volatility, 0.58% risk free rate, and no forfeiture rate. During the year ended December 31, 2021, the Company modified a total of 3,342,518 options to extend their expiration dates to ten years from the original dates of grant. This resulted in $2,450,349 of expense. The following table summarizes the amendments to the expiration dates of various options approved during the year ended December 31, 2021. Except as otherwise noted, the expiration dates for all options in the table below were extended from six years to ten years from the original date of grant. Amendment Equity Incentive Stock Options Grant New Expiration Option Expense Note Date Plan # Date Date $ (i) Jul 14, 2021 2011 292,000 Jul 23, 2015 Jul 23, 2025 442,273 Jul 14, 2021 2011 6,367 Mar 20, 2013 Mar 20, 2023 4,151 Jul 14, 2021 2011 8,151 Sep 2, 2013 Sep 2, 2023 6,009 Sep 21, 2021 2015 335,000 Apr 13, 2020 Apr 13, 2030 163,945 (ii) Sep 21, 2021 2015 89,163 Jan 23, 2018 Jan 23, 2028 24,194 (ii) Sep 21, 2021 2015 308,066 Feb 13, 2017 Feb 13, 2027 127,719 Nov 3, 2021 2015 760,000 Apr 15, 2016 Apr 15, 2026 984,511 Nov 3, 2021 2015 15,000 Jun 23, 2016 Jun 23, 2026 19,582 Nov 3, 2021 2015 50,000 Jan 1, 2017 Jan 1, 2027 32,456 Nov 3, 2021 2015 387,934 Mar 30, 2017 Mar 30, 2027 224,901 Nov 3, 2021 2015 615,837 Jan 23, 2018 Jan 23, 2028 213,646 Dec 8, 2021 2015 425,000 Apr 13, 2020 Apr 13, 2030 180,267 Dec 8, 2021 2015 10,000 Dec 1, 2020 Dec 1, 2030 5,209 Dec 8, 2021 2015 40,000 May 20, 2021 May 20, 2031 21,486 3,342,518 2,450,349 (i) The expiration date of these options were extended from five and a half years to ten years from the original date of grant. (ii) These options were previously amended on December 16, 2019 and amended again on September 21, 2021. Effective September 7, 2021, the Company granted stock options to purchase 50,000 shares of common stock to two employees in exchange for services provided to the Company and/or its subsidiaries. These options vest over two years with 25,000 shares vesting on September 7, 2022, and 25,000 shares vesting on September 7, 2023 subject to continued service by the optionee, and expire 10 years from the date of grant with an exercise price of $3.40 per share. The Company has calculated the estimated fair market value of these options at $98,322, using the Black-Scholes model and the following assumptions: term 5.5 years, stock price $3.32, exercise price $3.40, 68.98% volatility, 1.38% risk free rate, and no forfeiture rate. Effective October 4, 2021, the Company approved the granting of options under the 2015 Plan vesting upon achievement of certain corporate goals (see additional details in Note 10 (h)). Pursuant to this approval the Company granted stock options to purchase 73,360 shares of common stock to an employee in exchange for services provided to the Company and/or its subsidiaries. These options vest over two years with 36,680 shares vesting on October 4, 2022, and 36,680 shares vesting on October 4, 2023, subject to continued service by the optionee, and expire 10 years from the date of grant with an exercise price of $3.40 per share. The actual number of options that are eligible for the time-based vesting is contingent upon the timely achievement of certain pre-determined corporate goals by the Company and/or its subsidiaries as set forth in the grant documents. The Company has calculated the estimated fair market value of these options at $128,003, using the Black-Scholes model and the following assumptions: term 5.5 years, stock price $3.04 exercise price $3.40, 68.80% volatility, 1.49% risk free rate, and no forfeiture rate. Below is a table summarizing the options issued and outstanding as of December 31, 2022, all of which were issued pursuant to the 2011 Plan (for option issuances prior to 2016) or the 2015 Plan (for option issuances commencing in 2016)and which have a weighted average exercise price of $3.87 per share and an aggregate weighted average remaining contractual life of 5.22 years. Weighted Average Proceeds to Exercise Remaining Company if Number Number Price Contractual Life Exercised Outstanding Exercisable ($) (Years) $ 635,000 635,000 3.25 2.12 2,063,750 2,717 2,717 3.35 0.67 9,102 1,022,587 532,493 3.40 8.32 3,476,796 795,000 795,000 3.60 6.94 2,862,000 1,682,837 1,682,837 4.00 3.76 6,731,348 11,801 11,801 4.35 0.44 51,334 89,163 89,163 4.38 5.07 390,534 50,000 50,000 4.80 4.01 240,000 696,000 696,000 5.00 4.24 3,480,000 4,985,105 4,495,011 19,304,864 Stock-based compensation expense related to stock options of $1,127,502 and $1,069,605 was recorded for the year ended December 31, 2022 and December 31, 2021 respectively. Total remaining unrecognized compensation cost related to non-vested stock options is approximately $287,363 and is expected to be recognized over a period of 0.76 years. As of December 31, 2022, the total intrinsic value of stock options was $nil. As of December 31, 2022, an aggregate of 417,318 shares of common stock remained available for future issuance under the 2015 Plan. c ) Restricted Stock Units (RSUs) Below is a table summarizing the RSUs issued and outstanding as of December 31, 2022, all of which were issued pursuant to the 2015 Plan. Weighted Average Number of Exercise Price RSUs $ Outstanding at December 31, 2020 67,500 3.47 Granted 789,500 3.33 Vested (31,250 ) 3.55 Cancelled (15,000 ) 3.3 Outstanding at December 31, 2021 810,750 3.33 Granted 1,892,102 1.64 Vested (377,007 ) 3.33 Cancelled (62,937 ) 2.88 Outstanding at December 31, 2022 2,262,908 2.05 2022 Below is a table summarizing the RSUs granted during the year ended December 31, 2022, all of which were issued pursuant to the 2015 Plan. These RSUs vest equally over periods stated on the dates noted, subject to continued service, and will result in the compensation expense stated. The exception to this is specified in note (iv) which is described in detail below. Equity First Second Third RSU Incentive RSUs Grant Vesting Vesting Vesting Vesting Expense Note Plan # Date Period Date Date Date $ 2015 8,000 Feb 8, 2022 24 Months Feb 8, 2023 Feb 8, 2024 N/A 22,640 2015 30,000 Mar 1, 2022 24 Months Mar 1, 2023 Mar 1, 2024 N/A 84,300 2015 32,000 Apr 4, 2022 24 Months Apr 4, 2023 Apr 4, 2024 N/A 94,400 2015 104,000 Apr 4, 2022 36 Months Apr 4, 2023 Apr 4, 2024 Apr 4, 2025 306,800 2015 33,000 Jun 1, 2022 24 Months Jun 1, 2023 Jun 1, 2024 N/A 80,850 2015 63,102 Aug 15, 2022 24 Months Aug 15, 2023 Aug 15, 2024 N/A 126,835 2015 25,000 Sep 21, 2022 24 Months Sep 21, 2023 Sep 21, 2024 N/A 42,250 (iii) 2015 1,144,000 Oct 4, 2022 36 Months Oct 4, 2023 Oct 4, 2024 Oct 4, 2025 1,670,240 (iv) 2015 450,000 Oct 4, 2022 Up to 42 Months Variable Variable Variable 321,078 (v) 2015 3,000 Nov 29, 2022 36 Months Nov 29, 2023 Nov 29, 2024 Nov 29, 2025 6,450 1,892,102 2,755,843 (iii) These RSUs vest upon the achievement of corporate goals focused around product development and commercialization with further time-based vesting, subject to continued service of the award recipient to the Company through the applicable vesting dates. On October 13, 2022, the Compensation Committee of the Board of Directors approved the satisfactory achievement of certain corporate goals previously established by the Compensation Committee, which resulted in the vesting of the rights with respect to an aggregate of 198,275 RSUs. The RSUs are further subject to a three-year time based vesting schedule, vesting in three equal installments on the dates set forth in the table above, and conditioned upon the recipient’s continued service through the applicable vesting date. On January 12, 2023, the Compensation Committee of the Board of Directors approved the satisfactory achievement of certain additional corporate goals, which resulted in the vesting of the rights with respect to an aggregate of an additional 424,875 RSUs, subject to the foregoing time-based vesting and conditioned upon the recipient’s continued service through the applicable vesting date. (iv) These RSUs vest upon the share price closing above $5.00 per share for a minimum of ten consecutive trading days within a period of three years from the date of grant, with further time-based vesting in a single installment six months after the timely achievement of the target, if at all, and subject to continued service. The estimated fair value of the RSUs that include a market vesting condition will be measured on the grant date using a Monte Carlo Simulation of a Geometric Brownian Motion stock path model and incorporating the probability of vesting occurring. The estimated fair value of these awards will be recognized over the derived service period (as determined by the valuation model), with such recognition occurring regardless of whether the market condition is met. (v) The Company granted an aggregate of 3,000 RSUs on November 29, 2022 as an employment inducement award. These RSUs are subject to time-based vesting and subject to the continued service of each recipient. Below is a table summarizing the RSUs vested during the year ended December 31, 2022, all of which were issued pursuant to the 2015 Plan. Equity Incentive RSUs Vest Shares Shares Withheld for Plan # Date Issued Taxes 2015 15,000 Mar 25, 2022 15,000 - 2015 26,250 Apr 13, 2022 21,712 4,538 2015 50,000 May 1, 2022 35,000 15,000 2015 230,102 Aug 3, 2022 191,992 38,110 2015 12,000 Sep 7, 2022 7,038 4,962 2015 19,905 Oct 4, 2022 13,022 6,883 2015 21,750 Nov 1, 2022 12,344 9,406 2015 2,000 Dec 15, 2022 1,181 819 377,007 297,289 79,718 Below is a table summarizing the RSUs cancelled during the year ended December 31, 2022, all of which were originally issued pursuant to the 2015 Plan. Equity Incentive RSUs Cancellation RSUs Plan # Date Cancelled 2015 33,000 May 31, 2022 33,000 2015 1,365 Aug 18, 2022 1,365 2015 17,572 Nov 18, 2022 17,572 2015 11,000 Nov 21, 2022 11,000 62,937 62,937 2021 Below is a table summarizing the RSUs granted during the year ended December 31, 2021, all of which were issued pursuant to the 2015 Plan. Equity Incentive RSUs Grant Vesting First Vesting Second Vesting Third Vesting RSU Expense Note Plan # Date Period Date Date Date $ 2015 5,000 Jan 1, 2021 - Jan 1, 2021 N/A N/A 19,450 2015 30,000 Mar 25, 2021 24 Months Mar 25, 2022 Mar 25, 2023 N/A 107,700 2015 150,000 May 1, 2021 36 Months May 1, 2022 May 1, 2023 May 1, 2024 496,500 (i) 2015 460,191 Aug 3, 2021 24 Months Aug 3, 2022 Aug 3, 2023 N/A 1,523,232 2015 38,000 Sep 7, 2021 24 Months Sep 7, 2022 Sep 7, 2023 N/A 126,160 (ii) 2015 39,809 Oct 4, 2021 24 Months Oct 4, 2022 Oct 4, 2023 N/A 121,019 2015 43,500 Nov 1, 2021 24 Months Nov 1, 2022 Nov 1, 2023 N/A 152,685 2015 23,000 Dec 15, 2021 24 Months Dec 15, 2022 Dec 15, 2023 N/A 77,740 789,500 2,624,486 (i) Effective August 3, 2021, the Company approved the granting of RSUs under the 2015 Plan vesting upon achievement of certain corporate goals (see additional details in Note 10 (h)). Pursuant to this approval, the Company granted RSUs of 460,191 shares of common stock to various personnel (including directors, executives, members of management and employees of the Company and/or its subsidiaries) in exchange for services provided to the Company and/or its subsidiaries. The actual number of RSUs that are eligible for the time-based vesting is contingent based upon the timely achievement of certain pre-determined corporate goals by the Company and/or its subsidiaries as set forth in the grant documents as well as continued service by the participant through the applicable vesting date. The RSUs eligible for vesting shall vest over two years with up to 230,102 units vesting on August 3, 2022, and up to 230,089 units vesting on August 3, 2023 and will result in total compensation expense of $1,523,232. (ii) Effective October 4, 2021, the Company approved the granting of RSUs under the 2015 Plan vesting upon achievement of certain corporate goals (see additional details in Note 10 (h)). Pursuant to this approval, the Company granted RSUs of 39,809 shares of common stock to an employee of the Company and/or its subsidiaries in exchange for services provided to the Company and/or its subsidiaries. The actual number of RSUs that are eligible for the time-based vesting is contingent based upon the timely achievement of certain pre-determined corporate goals by the Company and/or its subsidiaries as set forth in the grant documents as well as continued service by the participant through the applicable vesting date. These RSUs vest over two years with 19,905 units vesting on October 4, 2022, and 19,904 units vesting on October 4, 2023, subject to continued service and will result in total compensation expense of $121,019. Below is a table summarizing the RSUs vested during the year ended December 31, 2021, all of which were issued pursuant to the 2015 Plan. Equity Incentive RSUs Vest Plan # Date Shares Issued Shares Withheld for Taxes 2015 5,000 Jan 1, 2021 3,000 2,000 2015 26,250 Apr 13, 2021 21,712 4,538 31,250 24,712 6,538 Below is a table summarizing the RSUs cancelled during the year ended December 31, 2021, all of which were originally issued pursuant to the 2015 Plan. RSUs Equity Incentive Plan # Vest Date RSUs Cancelled 2015 15,000 Dec 31, 2020 15,000 15,000 15,000 Below is a table summarizing the RSUs issued and outstanding as of December 31, 2022 of which the last to vest have a remaining contractual life of 3.26 years. Weighted Average Weighted Average Grant date Remaining Number Fair Value Contractual Life Outstanding $ (Years) 450,000 0.69 3.26 1,133,000 1.46 1.76 25,000 1.69 1.22 63,102 2.01 1.08 3,000 2.15 1.91 33,000 2.45 0.92 30,000 2.81 0.67 8,000 2.83 0.61 136,000 2.95 0.97 19,904 3.04 0.38 311,152 3.31 0.59 12,000 3.32 0.68 2,000 3.38 0.48 21,750 3.51 0.42 15,000 3.59 0.23 2,262,908 Stock-based compensation expense related to RSUs of $1,903,054 and $898,910 was recorded in the years ended December 31, 2022, and December 31, 2021, respectively. Total remaining unrecognized compensation cost related to non-vested RSUs is $2,214,593. |